Hold Onto Me
by D Veleniet
Summary: Clara stood frozen, reeling from too many emotions to even name. All she could do was stare. "Doctor?" She approached him slowly, carefully. "What's happened to you?" She swallowed against the grief that threatened to cloud her voice. "Why are you acting like this?"
1. Chapter 1

**Disclaimer: **I don't own these characters. They belong to the BBC and Steven Moffat.

Out of all the things Clara Oswald could worry about, her hair was never supposed to be at the top of her list.

There were always far more pressing worries to attend to like whether the kids would have enough shirts for the week, or whether she would have to make an additional grocery run if she all of a sudden came back from a trip and discovered they had nothing in. Whether Angie and Artie would fight over where they got takeaway from or how to get Angie to actually listen to her. What she would do when she had to look for another job once George found someone to replace her. Where she would live then. How she could find a flatshare with someone who wouldn't notice the occasional presence of a blue police box in her bedroom when the Doctor got lazy. And the list went on.

And yet, there she stood, brows knit together while she fussed and petted and flipped this way and that. One style produced too many fly-aways; another did little to hide the frizz. She heaved a fed-up sigh a few times and pulled it into a ponytail, but then changed her mind, yanking the elastic out so that she returned to a down style, one that framed her face better. Plus, if her hair was down, he'd be more likely to –

_No_.

Honestly, it was all the Doctor's fault. He had just been so…._different_ around her recently. Well – not different, exactly, more like – a slightly more intense version of what he'd always been. Before he would take her hand whenever they would embark upon their next adventure: to run somewhere or away from something; to pull her away from danger, whether it was real or imagined. But taking her hand to lead her into their private box for the world premiere of _Le Nozze di Figaro_ she'd understood; keeping it, resting it lightly on his leg – she did not. She had not understood why he'd needed to draw concentric circles with his thumb along the joint of her knuckle, and she hadn't understood why he needed to squeeze it during the emotional pinnacle of the piece. Or why he had to grace her with a dazzling smile and a lingering kiss on the hand afterwards when he dropped her off.

And it wasn't just the hand holding. It was how he'd started finding other ways of being in her space. Like that trip to Loktor to see the meteor showers of Vernetelles. "_No – they're not meteors, remember? Because technically, they're alive, whereas meteors are bits of rock and ice, and aren't alive._" Apparently in order for her to more fully comprehend their not-meteor-ness, he had to stand behind her, hands on her shoulders so he could direct her attention accordingly. And then that, of course, required him to point over her shoulder at the way they fell, motioning with his finger how they zigged and zagged in a very deliberate pattern, and for him to lean his head next to hers to ensure she could see – hear – _feel_ – the rhythm of their dance across the sky. And because his arm was already over her shoulder and his head already next to hers, it must have required entirely too much effort for him to move either, letting one arm fall so it rested along her collarbone, and then – well, this must have disrupted some Time Lord sense of symmetry, because the other joined the first, both arms wrapped around her, the point of his prominent chin resting on her shoulder. It couldn't have been very comfortable to stay hunched over like that, especially with how long the not-meteor shower lasted, but he must have needed to so he could continue to murmur his observations and exclamations in her ear. And she had missed most of it, of course, due to the loud thumping of her heart, and how she had to fight a shiver every time his breath ghosted over her ear, or maybe it was because of the low rumble of his voice so close. But mainly, it was probably because the entire time she had been on the verge of asking one question of him:

_What…are…you…doing…_

…_to me?_

Yes, it was entirely his fault.

It didn't matter that she had sought him out for certain things herself. Well – _he_ had been the one who'd offered to help with relearning Gallifreyan. She'd been much dismayed to wander into the library one evening and come upon a book whose symbols might as well have been Greek. She'd been even more dismayed when try as she might, those curlicues and graceful circles had stayed just that, until the Doctor had happened upon her and volunteered to assist. Well, of course she'd _needed_ to sidle in closer – how could she learn what each swirl and circle meant if she couldn't see? And, okay, yes, so maybe it had turned into him simply reading the pages aloud, a beautiful, nonsensical language that she might have been able to listen to for hours and hours if his arm around her hadn't been so inviting, and the sound of his hearts hadn't been so soothing. And if he hadn't kept stroking her hair in that tender, nearly reverent way that made her feel like she was as precious and irreplaceable as the mother tongue of his long-lost planet.

So what if it had been more than one time or turned into an almost regular occurrence? And what if she'd taken advantage of his warmth when they were caught in the middle of that snowfall on Cedaraius? The view had been breathtaking as they gazed out over the winking and sparkling stalactites and stalagmites made entirely of crystals, but she'd started to tremble as the skies opened up overhead and so her body probably was just unconsciously seeking out more heat. And that heat just happened to be behind her - as he'd always been of late when they found views like this. Mostly because he'd bring his head near hers to explain everything she was seeing – but this time, well…this time he just _must_ have known she needed more heat because as soon as she leaned back into him, his arms went around her middle, hugging her to him. And then he did something remarkable: he went quiet and completely still. Quiet, that is, except for the little happy sighs that escaped his lips now and then. And except for the one time he'd murmured her name, drawing it out slightly, his voice catching in the middle of it.

So she followed suit, clutching his arms tighter around her, leaning back and turning her head so he could hear her whisper his name in response. The final sound he made was soft, at the back of his throat, and may have been involuntary. Neither of them spoke after that. And never had she shared so intimate a silence with someone.

So again – _clearly_, it was all his fault.

Still, properly assigning blame wasn't going to help with the sad state of her hair at the moment, which she scowled at for possibly the eleventh time. Oh – of course, it had to be the _eleventh_ time, didn't it? Rolling her eyes at herself, she was right back to assigning blame when the tell-tale sound of the TARDIS materialising outside made her stop.

A quick glance at her watch confirmed that he was early by a good ten minutes, which seemed to have the effect of lifting those downturned corners of her mouth up. He'd _never_ been early. Was it possible that he might be fixing his hair, too?

Running a final hand through her hair, she couldn't help noticing that she all of a sudden looked much better.

_What was that song? "You're Never Fully Dressed Without a Smile"?_

After taking the stairs at what could be called a very moderate pace, she almost ran into Angie as she stepped onto the second floor landing.

"Your boyfriend's early, Clara," she informed her. "_Someone's_ eager to see you."

Clara did her best to shoot her a look that neither confirmed nor denied the term she and Artie used to refer to him. "Or he just got the time wrong."

Angie scoffed. "He's got a time machine – how could he get the time wrong?"

"You'd be surprised…"

Clara took the final set of stairs, grabbing her jacket and her satchel. Angie followed her.

"You should make him take you to a posh restaurant." It seemed Angie wasn't done with offering her opinions yet. She leaned against the wall as Clara strapped on her boots. "Nina's mum said that that's the only way to know whether a bloke's serious or not. If he takes you someplace nice."

Clara did an inventory of the contents of her bag, making sure she wasn't missing anything. "Since when did Nina's mum start giving you advice on dating?"

Angie let her head fall back against the wall with the perfected amount of adolescent scorn. "'Cause she talks to us like we're grownups unlike _some_ people." Clearly done with the conversation, she headed for the kitchen, calling over her shoulder. "Oh – and Artie said he needed to see you before you left."

"What about?"

A nonchalant shrug was her only reply.

Clara checked her watch again. Still seven minutes to seven, and he hadn't banged down her door or rung the bell eighteen times yet. Which was potentially odd, since he usually assumed that she hadn't heard the unmistakable grinding-gear sound of his ship and thus appeared on her doorstep to announce his presence. But again – he was early.

Clara called to Artie, who appeared at the top of the stairs.

"Clara! Are you going now? I was trying to find it before you left, but I can't! I've looked everywhere!"

She climbed a few steps to better ascertain the size of this problem. "Find what?"

Shooting her a distressed look, he turned and ran back to his room, still talking to her whilst he opened drawers and scurried around his room, muffling his words. "…left it here last time, and I said I would ….but then he was here to help me with….and thought maybe he'd…."

Sighing, Clara climbed a few more stairs so she could at least have a conversation with him. "Sorry, I didn't catch any of that, Artie. What's the problem?"

Artie's head popped out again. "I don't know where I put it. But can you tell him I promise I'll give it back to him? I'm sure he's missing it."

Clara nodded, intent on smoothing some of the worried creases between his eyebrows. "It's okay, Artie – you can stop looking for it – whatever it is. I'll just tell him you'll give it to him next time, okay? I'm sure the Doctor will understand."

Relief flooded Artie's face, and he flashed her a grin, thanking her earnestly before disappearing again.

Another crisis averted then. And still two minutes to go.

Well – maybe she couldn't wait, either.

So after she called goodbye, she gave herself a final glance in the mirror and headed for the TARDIS.

Pushing her way inside, Clara couldn't help the smile that curled her lips as she stepped over the threshold of her home away from home. Nor could she help how she practically skipped down the ramp, pausing only to note the absence of the Doctor. But it didn't take long to locate him, of course – there was a familiar sound of tinkering from below, with the requisite snap, crackle and pop as he fiddled with bits of his beloved ship. Ah – it all made sense now, then. He could stay down there for hours – days, probably. Perhaps he'd landed and discovered he was early. Perhaps he was afraid of appearing too eager himself and had sheepishly sought a distraction instead. Her smile widened into a grin.

Leaning on the console, she relished having the time to appreciate the buildup, the anticipation even more. It also afforded her the opportunity to address things she might not address with him face-to-face.

"So Angie thinks you should take me to a posh restaurant," she called down to him. "Which…I don't know – maybe that could be nice, but…I was actually thinking – you know how they have those restaurants at the tops of really tall buildings so you can see everything? Like really amazing views?" She paused for a moment, to see if he would reply. When none came, she continued. "Well – I don't know – we've seen all those beautiful views, so, I was thinking that maybe we could, you know – combine them or something. Like we find one of those places or find a planet that has some big, visual event and see if we can watch it while we…eat." She cleared her throat nervously as she realised how very much like a _date_ that suggestion had just sounded. "I mean," she hurried to explain when there was still no reply. "It wouldn't have to be a restaurant,or even posh – it could be like when we went to Loktor and we just – bring a picnic or something." Right – which was _still_ very date-like. "Which - then I could learn more alien foods. I mean – you could teach me about them." _By feeding them to me._ Clearly that sounded date-y as well. "Or, you know – I'd just be interested to go to the location of the best chips in Universe sometime…" She trailed off, beginning to squirm in the silence that followed.

"You haven't even seen me, and you're already asking me on a date?" A voice finally sounded from below.

Clara bolted upright. Wrong voice – unfamiliar voice. Scottish accent. "H-hello?"

"No, no, you can't move it _there_!" The voice continued, making Clara relax slightly. The Doctor had picked up another passenger, apparently – trouble with the TARDIS? No wonder he hadn't shown up on her doorstep straightaway.

"Oh, and so now you want us to be part of a hole the size of Finland? What's the matter with you?"

Clara bit down on a smile as the voice took on an air of authority that was probably making the Doctor fidget. Perhaps he was holding the sonic in his mouth, waving his arms in protest or was on his back underneath if the problem was _really_ buried deep.

The sound of footsteps and Clara righted herself fully, prepared to meet the man who could talk that way to the Doctor. And about his _ship_.

The man who came into view was tall, slender and older, probably somewhere in his 50's or 60's. Human-looking, but she couldn't be certain, of course. Silver hair and a thin face. He stopped, just looking at her. "Hello, Clara."


	2. Chapter 2

***See end for Author's Note**

Clara smiled warmly at him. "Hello! Sorry – I didn't realise we had company. We've never had company, and _no one told me we were going to_." She shot a glare in the direction of the lower level. "I've never met anyone who could take him down like that – and especially about his ship. I'm definitely impressed." She smirked at him in approval.

The man just stared at her, unblinking, for several moments. "Ohh." He closed his eyes, sounding like he'd discovered the solution to a particularly vexing problem. "You still haven't."

"What?"

"Met anyone who could."

Clara gave a nervous laugh. "Um – okay."

"And you're certainly a lot less clever than I thought," he remarked, sounding slightly disappointed.

Clara couldn't help gaping at the insult. "Sorry?"

"You should be – I mean, I know you're clever for a human, but here I was thinking you'd sorted it out from just one look at me. You still haven't got it, though, have you? You didn't have it before and you certainly don't have it now."

"Have what?" She folded her arms defensively. _This_ was why they never had guests on the TARDIS, then. "What did I have? And – okay – you're an alien, got that – and you're a bit of an arse, but I don't think I got your name?"

Without missing a beat, he let out a sharp laugh. "No, and you're not getting that, either. I took it away, and I've no plans to return it. Though…I suppose you could have found it again. But if not, it's little wonder that one memory didn't survive." With that, he swooped in on the console, flicking switches haphazardly and turning knobs.

Bewilderment quickly cycled through to indignation as she hurried to stop him. "What are you doing? You can't just – hey!"

He brushed her off easily, using his height to his advantage, even letting out a disdainful snort as she tried to prevent him from fiddling with the controls of the Doctor's beloved ship.

"Aren't you going to stop him?" She appealed to the TARDIS, one arm positioned between him and the console. "Doctor!" She tried to call over her shoulder without taking her eyes off the madman in front of her.

The man continued to laugh as he evaded her, slipping from her grasp and poking at the knobs, spinning levers. "Oh, Clara – you really wouldn't make the best guard, would you? You're certainly feisty, but it wouldn't take much to get around you, you pint-sized thing!" As if to emphasise his point, he grabbed her under the elbows and lifted her away from the console.

She continued to fume at him, watching as one long finger flipped a switch from off to on. He raised an eyebrow in obvious challenge.

But now she had regained her cool, determined he would not gain the upper hand. Goading her like this could only last so long before she recognised it for what it was. Angie had given her plenty of practise in that department.

So she took a step back, resorting to her deadliest "calm" voice, as Artie had dubbed it. "Okay. So clearly you're an alien, you know something about the TARDIS, and you can throw around childish insults and be an arse." A quick search of her memories and she found a name. A name that fit the profile of the madman in front of her. A name that she dared not utter because it would mean her nightmares come to life.

A name that meant one thing and one thing only: the Doctor hadn't replied because he wasn't here…and was in the worst danger imaginable.

"I know who you are," she said evenly, hopefully betraying no fear.

He smirked at her. "Do you?"

"Yes."

"You've worked it out, have you?"

"Yes. And I know you have the Doctor somewhere."

His eyebrows shot up in surprise before drawing together in a look of intense contemplation. "Do I?" He rested his chin in his hand, stroking it thoughtfully. "I suppose I do. Bit of a philosophical question, though, innit? 'Where do I have the Doctor?'"

Okay, so he was even more slippery than she recalled, hazy though her memories were. "Exactly." Her hands went to her hips as she tried to draw herself up to her fullest height. "Are you going to tell me?"

A smile was playing over his lips, one that was far too easy for Clara's liking. "Hmm…." He swept his hands elegantly around the console before bringing them in front of his eyes and studying them, his lips pursed. He continued to hum as he did a further exploration of the rest of his body, pointing his toes, flexing his wrists, patting himself down, whilst Clara's heart dropped further and further into her stomach. She knew he was a nutter, but _this_…

Swaggering over to her, he started appraising her with a curious eye, _hmming_ all the while. Suddenly he seized one of her hands, bringing it towards him and placing his against hers, palm to palm.

Clara steeled herself for his touch, keeping herself rigid and unflinching during his inspection.

Shaking his head, he let out a chuckle. "God, you're a wee thing." Then he patted the top of her head fondly like you would a pet.

But she'd had enough. "Okay, I get it – you don't want to tell me. And you know who I am, got that. But I'm _not_ leaving until you tell me where he is. So I'm going to ask you again. _Where is the Doctor_?"

He heaved a great sigh. "I _really_ didn't want to do this because it's so cliché, but…" He placed his hands over his chest. "I suppose you could say – he's here." He smiled.

Clara bit back on her noise of frustration, breathing it out through her nose, on her last nerve. "Like I said – I _know_ who you are, so you can stop pretending. And I also know that you're supposed to be dead. So, then…" She took a steadying breath, ensuring her voice didn't shake. "How about you start with how you broke the Time Lock and escaped the Time War."

His face lit up in amusement. "You think I'm the Master?" He chortled, clapping his hands and throwing his head back. "Oh, you poor child – I didn't realise you thought I was in _danger_ – ohh, no wonder you've been in your stern Clara mode, using that 'no-nonsense' tone of yours. Though your interrogation tactics need a bit of practise, I'm afraid. Or maybe you just need to stand on a box or – one of the steps." He waved a hand to indicate her stature. "You're really not that intimidating from down there. The Master would've just laughed in your face."

Clara blinked, momentarily thrown. "What do you mean _you're_ in danger…what are you saying – that you're…_you're_ the Doctor?"

"And she finally gets there!" He called to no one in particular, eyeing her disapprovingly. "Referring back to that bit where you prove that you're a lot less clever than I've always thought."

"Right, yeah – good one." She scoffed at him. "No, you're not."

"Why?" His look was piercing. "Because I look older and I'm not fawning at your feet, Clara?"

She stared at him hard. "Because he'd never talk to me like that."

"Well, he just did. Best get used to it." He informed her in a clipped tone, turning from her.

She shook her head. "No – you're not fooling me." She followed him as he started flipping switches again, ignoring her. "Okay, fine. If you're the Doctor, then prove it."

He whirled on her. "Prove it? Like when you asked me to prove it when the Cyberplanner was inside my head, and he mistakenly told you that I was thinking about how funny and pretty you were?"

Her mouth dropped open. "What? But –"

"Or the last time you didn't know me when I showed up on your doorstep dressed as a monk from Cumbria in 1207. Because you knew absolutely _nothing_ about the internet, and so you required the best help in the Universe, apparently. Then, once I'd found you, saved your life _twice_ and offered you the chance to come with me, you laughed in my face and turned me down." He pulled the main lever down, and the ship lurched, then sputtered as though protesting. His expression was thunderous. "And why are _you_ in such a strop?"

Clara stood frozen, reeling from too many emotions to even name. All she could do was stare. "Doctor?"

He looked up at his name, a flash of…something darting across his face before it darkened again. He braced himself on the console, suddenly looking his age, his shoulders sagging.

She approached him slowly, carefully. "What's happened to you?" She swallowed against the grief that threatened to cloud her voice. "Why are you acting like this?"

"Maybe I've been re-evaluating. New body, new thoughts – time to look at big picture." He shot her a sour look. "Like traveling with a companion. I mean – why do I do it? Hmm? Why do I…_hold onto you_?" His question could not have sounded more bitter.

Her insides twisted. "Because you need someone."

"Yes, I keep hearing that, but I've been thinking – why is that? I mean, I suppose I do it because otherwise I'd get lonely. But even then, I could always just visit someplace and make new friends. I've always made friends quite easily."

She couldn't help her muttered retort. "Yeah, and with this new regeneration's _winning_ personality, I'm sure you'd have no problem."

That earned her a quirk of his mouth and a look her way. "Well – I guess you're still funny, then. That can be useful." He considered something. "Though – I could always find someone else funnier. And someone a bit stronger and bigger than you." He gave her another once-over.

This time it was her heart that clenched painfully. "You could," she agreed. "Except that you won't. Because whatever's going on here, whatever happened to you – I don't know what it is or what it was, but you need me more now than you ever have before." She walked a step further towards him. "So unless you actually pick up my _pint-sized_ body and set me outside those doors – I'm not leaving." She stopped in front of him, arms folded, chin raised defiantly. "So what's it gonna be?"

His eyes bored into hers. "You still want to go on that date?" He asked mockingly.

She didn't even blink. "What's it gonna be?"

He placed his hands on his hips, which had the effect of puffing his chest out. "Things are going to change," he informed her.

"I don't doubt that."

There was some new kind of fire sparking in those ancient eyes. "No more running about aimlessly, going where the wind takes me. I've lost my sense of purpose somewhere along the way. I used to travel for a _reason_."

"And that is?"

He started in surprise. "To help, of course," he replied, smiling.

She frowned at him. "But you've always helped."

"No – not like that. I mean – yes, I have – things I've stumbled across, as I've bumbled my way through, but…I'm talking proper _help._" Drawing himself up to his full height, there was something almost regal about him, a kind of majesty and – _power. _"I feel like I lost that connection to the sense of balance in the Universe, but I've finally regained it. I can do _more_ good by finding more evil. And putting an end to it." Then he redirected his attention to the console, starting to fiddle with the knobs. "But neither of us can go _anywhere_ as long as someone's _still having a hissy fit_!"

Clara ran a hand uneasily along the console. "Never seen her act like this."

The Doctor sighed and ran a hand through his hair in a way that made Clara's heart jump. "She's refusing to take me anywhere else except for an hour into the future on the…_moon._" He pronounced the location distastefully. "It sounds like her engines are phasing, but they're fine – I've checked. I've even reversed the polarity of the neutron flow, but..." He turned to her. "I might just have to come back tomorrow because I literally can't take you anywhere right now."

"Well, I wouldn't mind a quick hop to the moon." She patted the console affectionately, brightening as she considered something. "Never seen it, bet it's got a great view of -" She stopped short, eyes dropping at her slip. "Sorry," she mumbled, shaking her head.

They stood in awkward silence for a minute. "Well," he finally said. "There aren't any restaurants there, if that's what you're thinking. And it's a pretty rubbish place for a picnic – everything would get dust on it."

Clara folded her arms around herself. "I didn't mean…I know we've got more important places to go."

He gave a very put-upon sigh. "The truth of it is – I'm actually not certain it's completely safe to even go to the moon now, so…." He motioned at her vaguely.

A corner of her mouth lifted the tiniest bit. "You saying you actually want me safe?"

His head swiveled back and forth in what looked like reluctant agreement. "Not _everyone_ is as funny as you. And though I might be able to find one funnier, it could take a while. And they might not be as small as you – which…I suppose can be useful when you're trying to be inconspicuous." He grimaced. "Unless I took Strax, but I _really_ don't want to travel with a trigger-happy potato dwarf." He patted her once on the head. "You'll definitely draw less attention."

Clara scrunched her face into the closest she could come to a smile. "Thanks."

The Doctor turned, heading for the lower level again. "I'll get this sorted soon enough – we'll just make Thursday our new day."

"Doctor?"

He turned around. "Yes?"

If there was one emotion she could name, one emotion she'd let him see, she would. "I'm sorry."

"For what?"

"For what happened. That I couldn't be there...that you died. Alone. That…could I have stopped it?"

He seemed to be chewing on a thought. "Yes," he said carefully.

Clara couldn't help closing her eyes at that.

"But…then you'd be dead." He pronounced it like a fact in a history book.

She had to look away, his blank expression too much. "Sorry," she repeated.

"Don't be." His voice sounded casual, like he was telling her not to worry about forgetting the milk. "I think we just established that I prefer you to be safe, didn't we?"

Clara could only nod. "Yeah…right."

"Clara?"

"What?" Her eyes met his warily, braced for another cutting remark.

But a series of entirely unreadable emotions flickered across his face as he stared at her again. He didn't speak for several seconds. "It _was_ enough," he finally said, his voice laden with emotion. "In the end."

She frowned, opening her mouth to reply, but he'd already disappeared from view. So she turned, walking stiffly back to the doors and pulling them shut behind her, the materalising sounds starting almost immediately.

Entering the house, she wasn't even cognizant of removing her jacket or dropping her things until Angie's voice shook her out of her reverie. "Hellooo? Did you guys get in a fight?"

"Something like that," she mumbled, starting for the stairs.

"Well, Nina's mum said that you should never take a bloke back unless he shows up with flowers to apologise."

_Yeah, but Nina's mum never dated an alien who can –_

She turned sharply. "He's not my boyfriend, Angie. He never has been. He's just a…friend." The word got stuck in her throat, an empty label for whatever it was they were to each other now.

Angie whistled low. "Wow, didn't realise it was _that_ bad." She raised her hands in defense, backing away.

Clara didn't have the energy to protest. In fact, she probably didn't have the energy for much else than climbing the stairs to her room and crawling into bed.

So, of course, Artie bounded out of his room right as she passed it.

"Clara! I found it!" He exclaimed happily, knapsack clutched in his hand. "I'd been looking all over my room, but then I remembered that I took it to school because the Doctor said he wanted to come to the Science Fair to see the project he helped me with." He started rummaging around in the bottom of his knapsack, withdrew his hand and thrust at her –

A bowtie.

"Here!" He piped cheerily.

Something snapped, plunged from a great height and shattered inside of her.

She may have stared at it for several seconds before she found herself reaching for it, her fingers closing around it tightly. "Thanks," she rasped, her voice ready to betray her. Clearing her throat, she forced a smile at her young charge. "I'll make sure he gets it."

Artie's exuberant grin melted instantly. "Clara? Are you okay?"

Her nod was a bit too jittery, her voice too high-pitched, but she didn't lose her composure. "Mm hmm. Fine. I'm just going to go…lay down for a bit. You all right here?"

Artie nodded, wide-eyed. "Okay, well – I hope you feel better."

She forced another smile, ready to lose her battle any second. So she turned and trudged up the stairs, the bowtie crushed in a white-knuckled grip. Closing the door, she sagged against it, unfolding her fingers to inspect the one remnant of…her Doctor.

It was the grey one, with the blue circles on it. The one he'd worn when they went to Trenzalore, but also the one he'd been wearing when he was teaching Artie about how to make a volcano. And she remembered how he'd removed it, afraid of soiling it, and how she'd cajoled him about making sure to protect Artie from any explodey-wodey-ness, and he'd saluted her with a _You're the boss_!, but then he'd marched himself and Artie over to her for inspection of their safety goggles. And then he'd grabbed her hand when she tried to tap on his goggles to see if they were _actually_ safe, and she'd thought…just for a second as his fingers stroked the inside of her wrist…that he might lean in and -

She slid to the floor, shoulders heaving with sobs, cradling the bowtie to her heart like it was…like it was…well. She was cradling it like it was him.

_There's an awful lot of one, but there's an _infinity _of the other –_

_There are millions and millions of unlived days –_

_All the days that never came –_

She was curled up in a ball, head pressed between her knees, when –

"Clara?"

Her head shot up, and she gave a shuddering gasp at the sight of her Doctor, perched at the end of her bed, light eyebrows drawn together in obvious concern. "Are you okay?" Then his features softened. "Sorry I'm late…did you miss me?"

* * *

***Author's Note: **So this was _my_ take on Twelve, based on where I think Moffat might be going with it, and based on the few things he's said about him: "older, fiercer, trickier" and who makes things "difficult" for Clara. The rest is poetic license, of course. :-p Thank you for all of your wonderful feedback and follows – I hope that you all continue to enjoy! : )


	3. Chapter 3

***See end for Author's Note**

Her mouth worked as she tried to regain control of her breathing. "What? How are you…?" She rose slowly, approaching him like he might disappear at any moment. A figment of her imagination? A grief-invoked hallucination? A ghost? She poked at him lightly with one finger, meeting that familiar tweed, with flesh, bone, warmth underneath. Her hand cupped his shoulder, firm and real, and her face lit up through her tears. "You're…you're _here_." She threw her arms around him, smiling into his chest. "You're still here. You're still alive…"

But she couldn't help notice the way his body rocked back as she threw her weight into him, and the soft grunt he emitted, or the way his hold on her felt weaker, like…

She pulled back, studying his face, noting the slight squint of his eyes and how his mouth hung open, each inhalation and exhalation an effort. "No," she breathed, shaking her head as her features crumpled again. "No. Nononono – you _can't_ be. You can't be dying, no…"

He let out a noise of surprise. "Oh, my clever girl. And here I'd been thinking of what I'd say, but…" He gazed at her fondly. "One look and you know."

_You're a lot less clever than I thought –_

Images of his soon-to-be sneering face flooded her head, and she shook them off. "No," she protested. "I just –" Then she stopped short. It was all of a sudden clear that she couldn't even mention their timey wimey meeting. After all – _he_ hadn't, apparently taking full advantage of it instead. So she embraced him again, holding on as for dear life. Her Doctor. "I'm sorry," she choked into his chest. "I'm sorry I couldn't be there to stop it – to save you again–"

"No," he said firmly. "No," he repeated, hands on her shoulders. "Because if you'd been there, then you wouldn't be here. And no matter what – happens – no matter who I am next – I'll _always_ need you. That won't change."

She shook her head. "But what if…what if you don't want me anymore?"

He started a little. "What?"

She clung to his arms. "What if you change and…you discover that you can't see the point of me anymore? That you'd rather – travel on your own?"

"The _point _of you?" He sputtered at her ridiculousness. "What – other than saving my life over a thousand times?" His eyed softened. "Other than being so – _brave_, all the time, without fail – always - exactly what I need - so…funny?" He smiled.

Hearing that word had the opposite effect on her, though. "You could always find someone funnier," she managed, starting to break down again.

The Doctor looked distressed. "_What_?" His hands started flitting over her hair, as though he could find the source for her mad ramblings. "Clara…" He began, then leaned in and pressed a kiss to her forehead. "He gets _you_. I'm actually – a bit jealous of him, to be honest. Is that odd, to be jealous of a future version of yourself?" He smiled weakly, considering something. "I may even hope that he's so different than me that you don't…" He ducked his head sheepishly. "Well…that is – of course I'd rather that you prefer this me, but -"

Now Clara placed her palms against his face, tugging it up so she could look into his eyes. "No matter who he is – and you know that I mean this 'cause I've seen all your faces – out of all of them, you'll always be _my _Doctor." She swept her eyes over his face, her fingertips following, like she could memorise it. "Because I…" Breaking off, she hung her head as the emotions filled her chest, threatening to spill over into her words. "I know I'm not supposed to say…"

The Doctor gathered her to him, arms enfolding her in his embrace. "Ohh, Clara…" he murmured into her hair. "You don't have to. It doesn't need saying." His grip tightened, fingers tangling in her hair. "You think I didn't know?" He exhaled into it, nose burying there. "And I hope you knew," he whispered. "Or that at least…you know now."

Normally such a monumental admission, roundabout though it might be, would make her grin from ear to ear. But a smile tried to fight its way onto her face and lost, so she merely nodded against his chest. "Yeah," she managed, "I do…" before the thought of that next face prompted her to bury herself further. "At least…about _this_ you. Don't know if it'll be the same for the next one."

He pulled back, thumbs circling her cheeks. "It won't change," he professed, gazing at her adoringly. "I can promise you that. You'll be the first face the next face sees – he won't be able to help himself."

_Oh, I think he will…_

Clara nodded, pretending to be convinced. "Okay."

"Oh! I almost forgot…" He stuck his hand inside his jacket pocket, fishing for something, then withdrew a small device that looked like a cross between a recorder and a space-age music box. "Here," he said, holding it out to her.

She eyed it curiously. The Doctor had never given her anything before. "What's that?"

"It's a translator. Like a miniature version of the TARDIS translation matrix, only…different."

"But – why would I need that?"

"Well, it…" He fidgeted like the explanation was embarrassing. "I uploaded some recordings of…those times that we read together. Or – that I read to you, anyway. It was supposed to help you relearn the language – and there's plenty more space. For - other recordings. It was supposed to be something we could continue to do together, but…" There was no need to finish that sentence. "Maybe you will – with the next one."

Clara ignored the way her gut twisted at how his future self would probably laugh in her face if she suggested such an activity. "But it's Gallifreyan. It doesn't translate anywhere."

"No, it doesn't," he agreed, before getting bashful again. "Unless you – travel to a planet where they trade items that are impossible to find on a sort of black market."

She nearly melted into a puddle right then and there. "You made a special trip to another planet…just to get this for me? When did you do that?"

A shadow settled onto his face, etching in deep lines of regret. "I just did."

Clara's mouth dropped open, a hand flying up to muffle her gasp. "No," she whispered.

"Turns out that they were in the middle of a gang war – very unpredictable." He held it out to her. "But I still want you to have it."

"What? No –"

He persisted, turning it around and pointing out various buttons. "It has a visual interface here, so you listen to the text, but it displays both the original language and the translation underneath – very user-friendly."

She recoiled from the thoughtful-gift-turned-instrument-of-destruction. "I don't care if it makes tea! How could I accept it now after…" She stopped, horror-stricken. "Oh my God, it's…it's my _fault_."

"_No_," he said emphatically, placing the mini translator on the bed so he could take her hands. "It's not your fault, Clara."

She stared at him wide-eyed. "Of course it's my fault! You went to another planet to get me a present, and it cost you your _life_."

He shook his head vigorously. "No," he repeated. "_Please_ don't think that. I had no problem finding the translator – it was only because I decided to take a detour to catch a glimpse of the 739th Annual Floating Ice Capades." He made a face. "Which - actually, wasn't as interesting as it sounded, though I suppose that's to be expected since they really have been far less exciting since the 500th anniversary."

If he was trying to distract her, he did not succeed. "But you were still –"

"And on my way back I ended up walking through a hotspot, which, it turned out, had a hidden electrical blockade, disguised within a legitimate checkpoint. If you'd been with me, you'd have…been made to walk through first. Humans enjoy higher status than aliens, so I would've had to wait for you." He paused, just staring at her gravely. When he continued, his voice had softened. "So yes…I wouldn't be dying now because I wouldn't have walked through it. But only because I would've seen how it had…killed you."

"Still," Clara started, all that future bitterness starting to make sense. "I can imagine how that might make your next face fairly cross with me. I mean – you dying because you went to get a silly human girl a present."

"I died the last time to save a silly human man from being killed inside a glass box," he countered, eyes blazing a bit in challenge. "And the time before that to save a silly human girl from dying." The Doctor ran a hand down the side of her face, cupping her chin. "I'm not cross with you. I don't _blame_ you. I'm only…" He paused, searching for the right word. "I suppose I…thought I'd have more time. That we'd have more time. Though the next one will, of course, and…." He hesitated. "Even though you'll have so many days to come with him – there's something I need to do before I go." He faltered again. "Something that I'll have, to…take with me."

Clara placed her hands on his shoulders. "You're _my_ Doctor, so whatever it is – do it. I trust _you_."

_And if it's what I'm thinking, then better do it now 'cause I'd never want it or let it happen with the next one…_

As if he could read her mind, he leaned down, just like so many other times, their heads close – when a turn of her head all those times he'd stood behind her, his chin on her shoulder – when looking up from where she'd rested on his chest as he serenaded her with his language – one turn of the head, one lean forward – but this time…

He closed the distance, brushing his lips over hers, before holding them there, pressing in slightly, then moving them against hers a few times, triggering little shivers throughout her body. It was sweet and chaste, yet Clara couldn't help feeling the way his fingertips curled at the back of her neck, a hint of more to come if they had more –

Time.

But wasn't that just the ultimate irony of traveling with the Doctor?

There was a wistful yearning there: he'd felt it, too. "I should've done that long ago," he admitted sheepishly. "Since last time, it wasn't you. And, if there's a next time for you, it won't be…me." He smiled again, though it was tinged with sadness. Then his eyes widened a bit. "Oh." His shoulders shuddered. "That's…" Splaying his hands out in front of him, he frowned. "What?"

Clara peered at them, but they were devoid of that tell-tale golden glow. "Is it starting?" She bit her lip.

His body convulsed again, and bracing one hand on the bed, he hunched over, clutching at his chest. "But that's…not possible." His breathing had increased, his frown deepening.

"What is it?" Clara laid a hand on his shoulder. "Has it started? Doctor?"

Wide-eyed, he started shaking his head. "No. No. No, no – physical changes come _first_," he declared as though trying to correct someone's error. He looked up at her anxiously. "Something's wrong."

"What do you mean?"

"I'm being….rewritten." Another convulsion shot through him, making him grimace. He grasped onto her arms, breath coming faster now. "I'm…changing."

Tears threatened now, but she swallowed them down. "Isn't that part of it?" She kept her voice soft, tilting her head slightly. "That you change?"

Shaking his head, his breathing took on a different sound, like he was fighting something. "This is different. My persona as the Doctor – _that_ doesn't change. That stays the same, but this -" He suddenly let out a cry, landing on his back, both hands at his chest. Writhing, he squeezed his eyes shut, clenching his teeth with the effort. "The good…all the good parts of me – of being the Doctor – every one of them, they're being…erased." A spasm threw him forward again.

Alarm was quickly cycling through to panic. "What do you mean the good parts are being erased? How can that happen – how can you be erased?"

Grabbing onto her arms, he pulled himself up. "It can't! They can't be – this can't…happen. Unless…"

He suddenly went completely still. Gradually, an expression unlike any she'd ever seen seeped into every contour and crevice of his face. And she found herself holding her breath as the Doctor became consumed with what could only be described as blinding, paralysing _terror_.

"No," he breathed. "No. No, no, no, no. I will _not_ become him – _I will not become that_!"

"Become who?"

But it was like he couldn't hear her. "I – I need something to help me remember – something to hold onto -" He scrambled away from her, taking a staggering step before leaning into the wall, his back to her. "I have to remember," he croaked. "That I'm…I'm…."

Clara followed him. "Become what? Doctor, please tell me what is going on!" she pleaded, hands hovering over his back.

"I'm becoming…" His words shook, pitched high with fright. "I'm becoming…" All of a sudden he straightened, slowly turning around. "I'm becoming…what I was always meant to become." His voice was like fire and ice, features wiped clean of fear. Wiped clean of everything, except for…

Except for a gleam that sent a chill down her spine.

"I've always been headed for this, and soon…I'll be him."

Instinct warned her to keep her distance, but she _needed_ to know. "Who? Who will you be?"

His lips twisted into a grotesque imitation of a smile.

Unthinking, she took a step back. This only made his expression widen into something truly terrifying. Not even Mr. Clever had radiated such…such…

"Who will you be? Will you still be the Doctor?"

"Nooo…" The word drew out on a sigh from his lips, as though the answer gave him immense pleasure.

Her heart was pounding so hard she feared it would beat out of her chest. Such…

"I'll be _better_."

_Evil._

The way he looked at her shot ice through her veins, and for the second time that day, she was frozen to the spot.

But then something ripped through him again, and he doubled over, pressing his fist into his forehead. "No - I'm the Doctor!" He cried between desperate gulps of air. "I'm the Doctor. I'm the Doctor – I'm the Doctor!" Raising his head, he looked at her helplessly. "I'm…"

She crossed to him, hands going to his shoulders. "You're the Doctor," she insisted, her voice quivering, taking over for him. "You're the Doctor. Hold onto that – that _can't_ change."

He drew a shaky breath, his lip trembling. "I'm…" Every one of his years stripped away, peeled back, laying him bare. "I'm…I'm afraid," he admitted, his confession hushed.

Her world tilted, everything thrown sideways. But she only let it last for a moment. "You need something to hold onto?" Mustering every ounce of her strength – everything that made her brave - she looked steadily into his eyes. "Hold onto everything we've done – all our times together. Hold onto all those places we went together – all those views you showed me – _everything_ you showed me." She grasped his face, her words intensifying. "Hold onto all the times you met me – remember me as Oswin – saving you, letting you go – me as the first Clara you met – getting you off your cloud, engaging with the world again." Though her vision swam again, she smiled. "And me, the very first time, all those years ago - directing you to steal the sexiest TARDIS."

This earned her the faintest of smiles, as if he'd finally started to believe her. Then, just as quickly as it appeared, it vanished, leaving tears in his eyes instead. "Will it be enough?" His fear hung in the air between them, a question he needed to voice.

A sob tried to escape her throat. "Hold onto my love for you," she said, voice breaking on the word she wasn't supposed to say. "Hold onto – what you feel for me." One hand stole up to his forehead, smoothing his hair back. "If you can't hold onto you, then…hold onto me."

His body shuddered again, and he let out a strangled cry. Righting himself, he addressed her between painful-sounding breaths. "I'll be different…the next time you see me, I'll be – different. It won't be…like it's been."

"But you'll _still_ be the Doctor," she uttered fiercely.

A weak smile finally appeared and stayed. "Oh, my Impossible Girl. Saving me one more time." He gazed at her mournfully. "I – I need to go, I…need to be in the TARDIS – it's the safest place. Though I don't even know what it will do to her." That haunted look came across his features again, but then his attention focused on her bed. Taking two determined steps to it, he scooped up the translator and brought it to his face. Planting himself in front of her, he pressed a button and started speaking in Gallifreyan. After a few seconds it became clear from the way his eyes never left hers that he was speaking _to_ her, in that moment. His parting message to her, delivered with a passion and an intensity that left little room for interpretation.

"What was that?" she asked when he was finished. As if she didn't already know.

He threw the translator back on her bed, both hands gripping the back of her head. "Something for _you_ to hold onto," he replied shakily, before sweeping her into an embrace that matched the intensity of his words. Both arms wrapped round her waist, pulling her into him as his mouth moved over hers as before. But this time, it moved with ferocious intent, his tongue meeting hers, eliciting whimpers, then sighs, then moans as it brushed against hers again and again. Her breath soon came in gasps, matching his, stealing sips of air, arms locking round his neck. One of his hands moved up her back, finding her shoulders, then her hair, as he walked them towards the wall, Clara's back suddenly meeting resistance. She felt a tremor run through him, and he placed one palm against the source of the resistance, then another, until the noises emitting from his throat made it clear that he was using it to hold himself up.

Clara tried to break it off, his sounds of pain difficult to ignore. But he continued to kiss her as if his life depended on it, as if he would breathe his last from her lips. Gradually, the tremors increased, until Clara sensed a new warmth near her head, making her finally tear away to see his hands surrounded by that golden glow.

"I can't take you with me," he lamented. "I don't know…what's going to happen."

"I know." She ran her hands down the sides of his face, brave mask securely in place. "Just – remember what I told you. Remember what I said."

He managed a smile. "'Run you clever boy and remember'?"

"Remember _me_," she finished, smiling through her tears.

"I will." He kissed her softly, then pressed his forehead against hers. "My Clara."

"_My_ Doctor."

He reached a hand around her, and pushed open the door of what she now understood to be the cloaked TARDIS.

"Oh – and Doctor?"

"Yes?"

She had to take a breath to keep her voice steady. "Come back – after you change. Our usual spot outside, okay?"

This time the tremor rippled across his face. "If I don't…"

"You _will_," she said firmly. "You'll just be a new Doctor."

He nodded, stumbling inside, his arms glowing now, too. Giving her one last look, he braced himself against the door. "Goodbye."

"Bye."

Then he shut the door, sealing himself inside.

Stepping back, she landed on her bed, watching the TARDIS appear before dematerialising, carrying her Doctor away forever.

It didn't take long for her to fall onto her side, her tears wetting the pillow, sobs overtaking her body at last. But her hand bumped into the translator, fingers brushing over the buttons where the Doctor had just pushed, thumb circling the space to see if she could still feel the warmth of his breath on the microphone. It was disappointingly cool to the touch, yet her circling must have triggered something because before she knew it, the sound of his voice was streaming from the device. Hugging the pillow into her chest, she closed her eyes, let his voice fill her ears, and cried like she hadn't let herself cry since her mum died.

Tomorrow was Thursday.

But tonight, she would mourn her Doctor.

* * *

***Author's Note: **So this was continuing the direction I think Moffat might be headed regarding Twelve and combining with what he said about Eleven finding regeneration "frightening" because of all the changes to his persona. Again – the rest is poetic license. :-p Thank you to all who have left me such fabulous feedback – I've LOVED hearing the various reactions to my take on Twelve and everyone's different thoughts about how it will/won't play out. : ) (and to those who have left Guest reviews – THANK YOU! I reply to all the signed-in reviews, but I've loved hearing from all of you as well! : ))


	4. Chapter 4

***See end for Author's Note**

Clara barely looked at herself before she left the next evening.

A glance at the mirror revealed dry, red-rimmed eyes set against a pale complexion. She couldn't even be bothered to pull a brush through her hair, hiking it up into a messy ponytail instead. Her steps were leaden down the two sets of stairs, and she mechanically zipped up her boots and jacket just as the materialisation sounds echoed from outside. This time they worked like a vise on her heart, squeezing until it hurt.

She couldn't remember the last time she'd trotted her way to the TARDIS on such heavy feet; she probably never had. Even in those first days, her step had been light, tentative even, before it had changed into an excited stroll, and then at some point had even been a flat-out running or skipping. Well, there had been that one time when it was more of a march, after he'd mistakenly dropped her off fourteen blocks away and she'd had to trudge home in the pouring rain - in the middle of winter. His smiling face had dropped at the sight of her cross one, immediately turning sheepish and waving his hands behind him, sputtering things about a kink in the helmic regulator, which may have misjudged her location "slightly."

There was no smiling face to greet her this time: the Doctor was standing with hands clasped behind his back, posture erect, looking every bit the captain of the most powerful ship in the Universe.

"So…he comes back, does he?"

A muscle may have jumped along his jaw in response to that, but he didn't look up. "Were you hoping time would be rewritten?"

His question had a biting undertone to it, his real question buried just beneath: _were you hoping I'd still be the previous Doctor? _

"I'm glad you did," she said softly as she joined him at the console.

He fiddled with a few of the knobs. "Well…I did say I could probably find you useful."

Clara huffed. "Yeah, well – I'm glad you came back. Because now you can explain yourself."

_That_ got his attention. "I can _what_?"

Clara leveled him with a glare. "Explain yourself. What – the _hell_ was all that about yesterday?"

His affronted look turned almost gleeful. "I'm afraid you'll have to be a bit more specific. If you recall, a lot happened…_yesterday_."

"How could you…do all those things and – and _say_ all those things…" She had to take a steadying breath as she recalled the words from her Doctor's parting message, forever etched in her heart. " – then show up here afterwards and _act_ the way you did?"

He raised an eyebrow at her. "'How could I do things and say things and act a certain way?' It appears we need to work on your definition of 'specific,' Clara. If that's what you call specific, I'd hate to see what 'vague' means to you."

Clara couldn't help her strangled noise of frustration. "Fine. Okay. You want specific?" She had to steel herself for the next bit...

"How could you snog me like your life depended on it and say all those – _tell_ me all those things you felt, what I meant to you…call me 'the windsong of your hearts' and then come back after you changed and act like such an arse to me?!"

"You're missing an important word in that sentence which would answer your question."

"Arse?"

His mouth quirked upward. "_Changed_."

Suddenly, his words from the previous day came back to her.

_I'm being rewritten…_

She shifted her weight uneasily. "I know you've changed, but…you're still the Doctor, right?"

All traces of mirth dissolved instantly. "Yes, I'm still the Doctor. I didn't become the Valeyard."

"The what?"

He let out a pained sigh. "An amalgamation of the darker sides of my nature, it's supposed to appear at the end of my life, between my twelfth and final regeneration. And I _don't_ improve with age…" Something haunted briefly passed over him. "But I held it off because of –" He stiffened, attention focusing on the console. "Like I said yesterday, it was enough." He cleared his throat, rushing through the next bit. "What you said to do – it worked, so thank you."

Well, she hadn't expected that. "You're welcome," she replied, needing a moment before she could do so. "But you still haven't answered my question."

That prompted what could have been the beginning of an eye roll, the motion tugging his head skyward. "And what was your question?"

Oh - she'd forgotten how quickly he could erode her patience. Based on his previous performance, it seemed the better part of valour to change tactics straightaway. "What does 'the windsong of your hearts' mean?"

He made an exasperated noise. "I bought you a translator; any cultural references that go over your head aren't my problem."

She bit down on her retort. "Doctor…"

A tense silence fell between them: her determination versus his reluctance, pulling at each other in turn, each vowing for mastery. Finally he spoke, tone similar to Angie's when she'd just been reminded of the rules that prevented her from doing _anything_ she wanted. "You remember the red grass on Gallifrey?"

Hazy images of endless blood-coloured plains came to mind. She nodded.

He continued reluctantly. "Well, I don't know if you remember this – or if you were around for it, but…there was a wind that came every thousand years or so, called the Levantrian. No one knew where it came from – not even the Pythia had it in their prophecies. But when it came and blew across the plains of red grass, it created a – a vibration." He paused, and when he continued, his tone had become hushed, lost in a long-buried memory. "It was like music. It _was_ music, but not the kind you just hear, though the sound itself was exquisite. This vibration had the effect of exciting our neural pathways so we _felt_ it. The feeling wasn't really something you can describe, but the closest you could come would be something like bliss. Or joy. For one moment, everything was beautiful and complete and…at peace. That was the windsong." His voice dropped to a murmur. "For a race that forced its children to look into the Untempered Schism, you can imagine how rare a feeling that might be."

Shaking herself out of her stunned silence, she worked past the lump in her throat, stumbling through her words as through her confused emotions. "Something that brings joy, bliss – peace; that makes you feel beautiful, complete…that's rare…?" She almost added _that's what you think of me?_ but willed him to meet her gaze instead, question on her face.

When he finally did, he only held it a moment before closing his eyes, flicking them downward again. His silence could have confirmed it, but she didn't know him well enough to say either way.

She prayed her voice wouldn't betray her by trembling. "So then – that's all gone now? You don't feel that way anymore?"

He raised his head slowly. "Do you?"

"What?"

"Feel the same way? I wasn't the only one who said things yesterday, Clara," he reminded her pointedly.

She faltered, her answer sticking in her throat. There was his weathered skin, the grey hair streaked with white, and that face that had taunted and goaded her. The confident set of his shoulders, that – that air of _power_ he emanated.

This really was no madman with a snogbox.

And yet – those same ancient eyes, rheumy but lit by a fire that would've fit his previous younger body better. But this fire wasn't the warm blaze that drew her in like a moth as it had before: it burned white-hot, threatening to incinerate anything that came too close.

Or anyone.

"Well?"

Her head shook slightly. "I - I don't know," she admitted, searching for that man she'd loved underneath his current harsh exterior. "So much about you has changed, it –"

"Exactly," he snapped. "And you haven't changed almost _everything _about yourself since we last saw each other. So how do you think it is for me?"

It almost sounded like an accusation, and it irked her. "Okay, fine. Guess I hadn't thought about that."

"_You_ didn't go to bed and wake up in a new body." He went on. "But it's not even a new body – it's an _old_ body. There are always things to get used to with a different body, but for some time now – age hasn't been one of them." He raised his hands, curling the fingers into his palms. "I can feel my joints rubbing against each other." Extending a foot, he took a step, putting an exaggerated amount of weight onto it. "The bones of this body are hard and brittle; I can feel them crackling as I walk." Turning towards her, his hands came to his torso. "My kidneys are weaker as is my liver. Like I got it from a man who already drank half of it away."

Clara winced sympathetically. "Sorry."

"So on top of everything else, I'm trying to deal with arthritis for the first time in 800 years - but all you're worried about is whether you and I are still going steady," he sneered. "I know you have a taste for older men, Clara, but did you honestly think things would stay the same now that I look old enough to be your grandfather?" He posed, sounding far more bitter than perhaps he'd intended to.

Her head whipped back, and she gaped indignantly. "I'm sorry – you think that the only reason I'm asking about how you'd changed is because of how it will affect –" She swept a hand vaguely between them – "_this_? Us?"

"Why else would you care?"

"Do you really think that's the only reason I travel with you?" She could feel her ire boiling up again the way it had the previous day, but she pushed it down, needing to keep a level head. "I get that you've changed, but how you look doesn't matter right now." She moved a step towards him. "I care about the other ways you've changed. On the inside." She pushed a finger into his chest, eliciting a frown from him at the contact. "You want to know why the TARDIS wouldn't let you go anywhere except the moon? I'm guessing it's got something to do with how the very first act in your new body was to _cross over your own timeline_." She shook her head. "I remember how she reacted when you did that before, so you must _really_ have had to fight her to do it this time."

This seemed to unsettle him. "And now you think you know more about my ship than I do. You, who called it a 'snogbox' and a 'grumpy old cow' and – my personal favourite - 'an appliance.'"

"Didn't say we got on well, but since you've changed? Yeah. I think I do." She folded her arms, raising her chin defiantly. "Because feeling connected to the balance in the Universe is one thing, Doctor. But _how_ you're connected is another."

"And what's that supposed to mean?" He snarled at her.

She could almost envision his prior self, asking the same question but as a grumble, arms crossed, shoulders hunched, head bowed. He had to be in there somewhere... "You can't see it, can you?" She murmured, almost to herself. "That's why you need me now."

"See what?" He asked irritably.

"What you said yesterday, Doctor – you said you could do more good by finding more evil. And if you can feel that connection to the balance of the Universe now, but only through –"

"I could always feel it," he insisted. "It's just a lot stronger now." He turned from her, starting to flick switches, his tone dismissive. "If you're finished with rehashing everything I said there really are more important things to be done." He typed a few things in, new energy in his movements.

"I'm not just rehashing everything – I'm trying to get you to –"

"The great civilizations of the Kaapornum galaxy are under attack by the Gruhflane, and they're leaving a trail of bloodshed and destruction. I've wanted to stop them for centuries, and I think I've worked out how."

He seemed oblivious to his rudeness, how he kept interrupting her. She wondered if this would be one of his new traits. "Doctor –"

"They make Daleks look old-fashioned and merciful," he said ominously, still ignoring her. "But Daleks really _are_ old-fashioned, when you think about it," he mused, tilting his head to the side. "I mean, of course they're ruthless, but they haven't really advanced beyond simple electrocution after hundreds of thousands of years. I've wasted so much time going after them, but I suppose in the grand scheme of things, they're really more like pests."

Now Clara stared at him incredulously. "Hang on – did you just say that the Daleks – your oldest, most _hated_ enemy – the race responsible for the destruction of your planet, for so many acts of evil –"

"I'm aware of what they've done, Clara," he replied drily.

"- are more like pests because they 'just' electrocute people?" She finished, eyes wide.

"At least it's an instant death," he said distractedly as he studied the monitor.

"At _least_?!"

"The Gruhflane are a rather inventive species." He fixed her with a dark look. "There are _far_ worse ways of inflicting pain and suffering."

"And what about that suffering, Doctor?"

"What about it?"

She followed him as he continued to move around the console. "Can you feel that, too? If you're connected to the _balance_ of the Universe, and you feel the evil – you must feel the good. And the pain and suffering of those who need our help."

Her question stilled his movements and he straightened, eyes darting across the console. There was a hint of unease there. "No," he said after a few moments before rushing on. "But it might make things easier. For the first time in over a thousand years, I _can't_ feel everyone's pain – all of the races and worlds being subjugated or starving or withering away to dust. I can finally do more good because I won't be restricted by -"

"Your compassion? Your kindness?"

He turned sharply. "What?"

She shook her head, as if the motion alone could stave off whatever had happened to the Doctor she'd known and loved. "Can't you hear yourself? You're only connected by the evil you feel everywhere and you won't be _restricted_ by your compassion and kindness."

A crease appeared between his eyebrows but it wasn't of worry. It was confusion and irritation. "Yes, that's what I said. Is this going to be a thing with you – you repeat everything like a parrot?"

Her words tumbled out fast, near desperate now. "How long will it be before you start deciding who lives and dies? This plan of yours, to get rid of the – the Gruhflane – how many races are you willing to sacrifice in the process?"

"Oh, don't be daft – I won't be sacrificing entire races," he scoffed.

"No? Okay, so how many people, then? A few? A dozen, maybe? A city? If you know that sacrificing a city will rid a world of an evil and save millions of lives, would you do it? Would you let a world die to save a galaxy?"

"I already have done, but thanks for the reminder." He shot her a reproachful look. "You know I've always tried not to sacrifice anyone, if I could help it."

She softened a little at this. "I know you've tried, and I've seen how it's eaten at you when you can't." She laid a very tentative hand on his arm. "But Doctor, if it won't eat at you anymore, what will that mean?"

He shrugged her arm off, shaking his head vehemently. "No, you're not _getting_ it. All these years I've been burdened by the weight of the suffering – of feeling all the pain I couldn't stop. It was holding me back! But now I don't feel it so my methods will be more effective - I'll be more efficient, be able to do more good! Don't you see? _Now_ I will only be guided by wiping out every last trace of evil; _now I'm better_!"

Clara's heart thudded wildly inside her chest as she recalled the image of his previous self's gleaming eye, terrifying smile and the words that had rooted her to the spot.

_Will you still be the Doctor?_

_Nooo…I'll be better._

The words he had just echoed.

But no sooner had he boomed them at her that he froze, eyes shot wide as they locked with hers, clearly recalling the same thing. He took a staggering step backwards before almost crumpling, leaning all his weight against the console as he let out an exhale. "No," he breathed, running a shaking hand over his face. "I've changed too much…"

And yet for the first time since she'd set foot onboard, she was hopeful.

"Doctor?"

His head sagged like some great weight hung from it. "Am I still? How can you still call me that?"

She started inching towards him. "Because you still want to do good. Because you still want to help."

His expression twisted into a grimace, his eyes squeezing shut. "But _how_ can I be the Doctor without that balance? If I don't…care?"

She opened her mouth to try to protest again, to insist, but was suddenly struck with an idea. It was a risk, but one she was willing to take for him. Setting her emotions free, she let all her grief well up to the surface. "I think it's my fault," she said softly.

His eyebrows knit together. "What?"

She let out a shuddering breath, the tears forming in her eyes. "I tried to save you again, but…I guess it wasn't enough."

His frown deepened. "Yes, it was – I told you so."

She gave a slight shake of her head. "No – I…I should've been there. I should've stayed with you."

He closed his eyes. "No, Clara…"

She pushed on, sniffling as the tears ran down her cheeks. "Yes, I should've 'cause – if I'd been there, it would've been easier to stay you."

"Stop it. Stop crying."

She let images of her previous Doctor come to mind, alone and terrified as he changed. "But if I'd insisted on coming with you, if I'd been at your side when you regenerated, _none_ of this would've happened."

He looked agitated. "You don't know that, so stop…" His mouth worked like it wanted to keep protesting but was somehow unable to.

She drew on that seemingly bottomless well of grief, letting it all out. "I'm sorry," she choked out.

He whirled on her, his face a confused jumble of emotions as he clapped his hands down on her shoulders. "_Stop_ apologizing."

Her head drooped in shame. "I let you down," she whispered.

His hand found her chin, tugging it up to look at him. "No, you didn't," he said fiercely. "So _stop_ – stop it, Clara – stop blaming yourself and stop bloody _crying_!" His breath came fast, the threat of the Oncoming Storm behind his eyes.

She gazed at him mournfully. "Why?"

"Because it's ridiculous! Blaming yourself for the flaws in my personality…"

"So?"

"Because there's no point!"

She chose her next words carefully. "But why does that bother you?"

"Because…" He reached into his jacket pocket, extracting a handkerchief and wiping at her face, his thumb and forefinger anchored at her chin. "Because there must be some rule that when Clara cries, the Doctor has to comfort her. And you're still – Clara," he stammered, electing not to use the familiar _my_ with her. "And I'm still…"

She waited.

He heaved a great sigh. "Apparently, I'm still the Doctor." He silently offered the handkerchief to her and she blew her nose lightly, feeling slightly self-conscious at how vulnerable she'd made herself. She held it up to him questioningly when she was finished, but he made some noise of refusal. "Keep it. I've got plenty more."

She gave him a faint smile, tucking it into her jacket pocket. "Careful, Doctor. I'll think you still care."

She expected an eye roll or a snicker at that but instead her quip seemed to have the opposite effect, turning the corners of his mouth down. "About you? Or in general?"

Clara looked at him steadily. "I knew you hadn't stopped caring about me."

This time she was certain his silence confirmed it.

"So maybe – that's a place to start. Maybe…" She grasped his hands in hers, eliciting a soft gasp of surprise from him. "You just need to hold onto me for a little while longer." Her thumbs moved over the new – _old_ – skin, starting to learn its prominent veins and rougher texture. "You haven't lost your compassion and kindness, Doctor – they just might be a bit buried this time. So until you find them again – use me." She smiled tentatively.

He was quiet for a few moments, his expression unreadable. "And after…?"

The shift was so small she could've missed it, but his thumb and fingers curled slowly around hers, like he was afraid she'd discover that he was holding her hand as much as she was holding his.

Or like he feared she'd leave if he _didn't_ hold onto her.

"Well," she said casually. "Not to repeat things you've said again, but I seem to recall you mentioning that I could be useful in some way, so – guess you'll just have to find other uses for me, then." She kept her voice light, skirting any intimate tones that might be mistaken for flirting.

But he was a new Doctor – and that meant she didn't know him just yet. He gave her a wry smile. "You do realise how suggestive that sounds, don't you?"

Hastily she dropped his hands, taking a step back. "I didn't mean – I'm sorry, that's not how I meant it."

Now his smile was genuine, the warmest one she'd seen thus far. "Oh, come now – I didn't mean it as an accusation." He shook his head, chuckling to himself as his fingers flew over the switches.

"Oh." She considered. "Then what did you mean it as?"

Was that a twinkle in his eye? Difficult to tell with the new face. "Merely an observation."

Well. That was…_new_.

He pulled down the lever and this time the TARDIS did not protest or sputter, everything running smoothly as though she'd never gotten herself 'in a strop' at the new Doctor.

"Where are we going?" She asked as she held onto one of the railings to prevent herself from falling at the inevitable landing lurch.

He smiled enigmatically. "You'll see."

* * *

***Author's Note: **Ohhhh, my dear readers, I'm SO sorry for the ridiculous length of time between chapters! I blame a combination of what I'm calling "writing paralysis" and dealing with RL things like preparations/job hunt for a cross-country move. Anyway, so THANK YOU for your patience – for any of you that have been wondering if this story would get updated. There will be just one more chapter after this, and I'm already halfway finished with it so never fear – it'll come soon!

A HUGE shout out to my incredible beta, Friendship-Bravery-Souffles for all of her invaluable suggestions, advice, editing and unfailing support and encouragement. You unapologetically ROCK, V! :-p

And as ever, thank you SO MUCH to all who have reviewed, followed, favorited and sent me wonderful PM's - you guys are amazing. :)


	5. Chapter 5

***See end for A/N**

Clara couldn't really articulate what she'd expected when she stepped outside those doors. She _hadn't_ expected dusty landscape of uninviting, rocky terrain with nothing and no one in sight for miles. She curled her lip in distaste, wondering if the TARDIS was still throwing what the Doctor had deemed a 'hissy fit' and what Clara considered the temperamental ship's last-ditch effort to protect him from himself. She wondered if he'd set the coordinates for somewhere near the Kaapornum galaxy, because then she _really_ hoped the TARDIS had rebelled again and sent them to some distant moon in retaliation…

Or…perhaps not a distant moon. Perhaps a moon much closer to home.

There was a source of light coming from somewhere and she followed it, climbing up a steep slope just ahead of where the TARDIS had landed, picking her way over loose rocks and uneven surface. What she saw at the top confirmed her suspicions.

A stunning view of the Earth, such as she'd only imagined.

So – the TARDIS _had_ sent him to the moon again, maybe even an hour into the future. Still didn't trust him, apparently.

Well – she wasn't sure if she was trusted him yet, either.

He had disappeared when they'd landed, shooing her out the doors and telling her he would catch up. But he clearly wasn't pleased when he emerged and discovered she had climbed to the top of the hill without him. Her tentative wave was met with a very elaborate display of annoyance, some shouted something-or-other, and then he vanished again only to reemerge with the TARDIS a few feet from her. She had to jump out of the way to keep from being blown over the edge.

He was still peeved when he popped out a few seconds later.

"You never used to wander off like that – do I have one of those faces _again_?"

"All I did was climb a hill, and you said you'd catch yourself up. What's that?"

He was clutching a basket behind him as if hoping she wouldn't notice it. "Oh. This? Well – what does it look like?"

"A basket."

"Very astute of you, Clara."

"Oi, I'm allowed to ask – you don't normally carry baskets." She eyed it curiously. "Am I allowed to know what's inside?"

"Well, if you must know…grenades."

"What?!"

The Doctor shrugged. "Strax once said he wanted to declare war on the moon – I thought I'd give him a proper head start."

Swallowing, Clara pushed back the lid in trepidation before frowning at the contents. "You've got wine in here."

"Again, it's becoming quite clear how nothing escapes your notice."

Narrowing her eyes at him, she grabbed the bottle out of the basket, clinking against something in the process. "And glasses and – are those biscuits?" Now she eyed him with new interest. "What's all this for?"

"Have a seat." He motioned to the doorway of the TARDIS as he settled himself with a few noises of discomfort. "_Mmph_ - I should have brought a pillow. My arse is going to be all manner of bruised from this floor."

"And _those_ are words I never expected to hear come out of your mouth," she muttered as she smoothed her dress over her legs. "So – are you going to tell me what's going on?"

"I thought it was obvious." He produced a corkscrew from one of his cavernous pockets and set to work on the wine. She looked at him blankly. "Oh, please don't tell me I have to make you _guess_."

Clara huffed in frustration. "Okay. We're sitting in the TARDIS doorway, on the moon, about to drink wine and eat -" She withdrew the package of biscuits and smiled. "Jammie Dodgers, apparently. Guess some things don't change."

The Doctor grimaced as he struggled with the wine. "They were all I could find on such short notice…_blast_!" He shook the hand that had been twisting the corkscrew, flexing his fingers. "These damned joints." He scowled at the wine as he pushed it towards her. "Can you give it a go?"

Clara shook her head, refusing. "Not until you tell me what's going on. What are we doing here, Doctor?"

The Doctor's head fell back against the doorway. "Oh, for crying out loud – do I really have to spell it out for you?"

"Guess I'm just that slow," she seethed.

He let out a sigh. "All right." He waved a hand vaguely. "I couldn't find any chairs, and we'd get moon dust on us if we sat on a blanket. There also wasn't any cheese or fruit, so – this was the best I could do."

Clara found an unexpected lump in her throat. "This is a picnic. We're…having a picnic on the moon."

He shifted positions, crossing one long leg over the other. For all his complaining, his movements had never appeared more graceful and fluid. "You said you'd never been, and you're right…" He clasped his hands in his lap. "You really can't beat that view."

Unable to speak, she reached for the bottle and finished twisting out the cork. Pouring them each a small glass, she handed one to him before setting the bottle down next to her.

"Here it comes!" His excited exclamation startled her. "Well done, old girl – right on schedule!" He patted the door behind him affectionately. "Look to your right – see?" He pointed over her shoulder, drawing her attention to a streak of light in the sky.

Clara let out a soft gasp as she discovered that the streak of light was an object, hurtling through space on a collision course with…

…Earth.

"Uh, Doctor, it's…" She turned to him in alarm.

He looked placid, content, even. "What are you looking at me for? You don't want to miss it!"

She thought maybe it would change course, maybe it would circle or spiral like those non-meteors from Loktor. Or burst into a dozen smaller bits to start up some kind of dance. "But it's headed for…"

It was like one of those horror films Angie sometimes forced her to watch, where the damsel walks right into the room where the serial killer is hiding, and all she could do was choke out a _No!_, knowing she was helpless to change the inevitable, gruesome course of events that would unfold afterwards.

As it smashed into the Earth, she let out a cry, tipping her glass and spilling the contents, the dark liquid leaving a blood-like stain on the dusty ground.

"Careful with that! That's not exactly a –"

"Why did you bring me here?!" She whirled on him, angry tears in her eyes. "What kind of…?" She clamped her jaw shut, nanny instinct kicking in and effectively stoppering every last hurtful insult she could throw at him. "Where did that crash?" She finally bit out.

The Doctor looked utterly perplexed. "Arizona."

"That's where? America?"

"Yes, in what will eventually be America."

"Eventually? How…" She closed her eyes as it dawned on her, her hands clenching into fists. "_When_ are we?"

"About 253 million years back," he replied blithely. "This is a fixed point in time – I've never shown you one of those, have I?"

Opening her eyes, she fumed at him a moment before swatting him on the arm, causing him to start and tip his own glass, forming another stain on the ground.

"Ow! What the hell was that for?!"

She stabbed a finger at him. "_That's _what you do when someone takes you to watch a giant rock crash into your home planet _without informing you that no one would be hurt_! You don't just…!" She threw up her hands, emitting a noise of frustration. "Even a 'by the way, we're in prehistoric times now so you won't have to worry about anyone dying!'"

He rubbed at his arm, glowering at her. "I see no love lost for the poor therapsids, then." He continued muttering something about _timorous beastie,_ which could've either been a reference to her or the therapsids.

"The what?"

"Prehistoric mammal-reptiles! We just witnessed the moment in time that led to one of the largest extinctions in Earth's history." He reached for the bottle, pouring himself another, more generous glass to replace his previously untouched one.

Clara regarded him warily. "If we're watching a moment that led to such widespread extinction, then why are we drinking to it? Why are we celebrating death like this?"

The Doctor scoffed. "We're _not_ – it's not like that – it's a fixed point in time because without _this_, history would've played out completely differently. It wiped out 96% of life on Earth so evolution could start all over again, which led to the rise of the dinosaurs and eventually, to the human race. So without this you have no human race." He pointed a finger back at her. "And _you_ were the one who wanted to watch some big, visual event while we ate. For watching things, Earth's moon is one of the dullest venues I know, so…" He made an all-encompassing motion. "I tried to give you the view and the picnic and – the big event, and I thought…" He gave a sigh of resignation, all of a sudden looking haggard. "I don't know what I thought," he murmured. "I'm still such a foolish, old man," he lamented bitterly.

Her heart lurched within her chest, dissolving her anger instantly. "All of this was for me?"

His silence rang out loud and clear.

"I guess I didn't…" She kicked idly at the blood-coloured stain on the ground. "I know you're still trying to figure yourself out, Doctor, but how do you think it is for me? I'm not just gonna automatically know that a basket means a picnic and watching a meteor -"

"An asteroid," he corrected.

"Whatever – crash into Earth is just our entertainment."

"It's witnessing a fixed point in time - not 'entertainment,'" he replied testily. "And do you really think I've changed so much that I would bring you up here to watch an event where people died?" He asked, clearly wounded.

"No. But I think you'd bring me up here so I was nowhere near an event like that to make sure _I_ didn't die."

Judging from how quickly he snapped his mouth shut at that, she assumed she wasn't too far off the mark.

"So many things have changed about you, Doctor." Her voice was quiet. "I'm still trying to sort out the things that haven't. And you weren't exactly keen on the picnic idea yesterday," she reminded him, omitting the part where he'd called her out on arranging a "date."

He was staring into his wine glass with the same concentration he used to reserve for his shoes, but the expression was all wrong. There was nothing sheepish about it, and there was no fidgeting. "No," he admitted. "But yesterday I suppose…" He hesitated, his words measured and slow. "I suppose I didn't know how much I…needed you."

There was no way she could find a reply that was even halfway adequate to that, so she grabbed the bottle and poured herself another glass as her emotions roiled within, making her almost dizzy. She raised her glass, hand shaking a bit. "Well - we have to drink to something, and it's not gonna be to mass extinction, so…" She paused. "To new beginnings."

He raised his glass, clinking it gently with hers, his face thoughtful. "Everything's got to end sometime. Otherwise nothing would ever get started."

Clara gave him a small smile. "Like – the start of being able to drink wine with you."

He held the glass up, swirling the liquid with a practised motion. "I actually used to enjoy it. But for some reason the last body had some very strange tastes – every time it tasted like wet newspapers." He raised it to his nose and sniffed. "Still smells the same." He took a sip and immediately spat it out to his left. "_Eugh_! That's vile!"

Clara giggled. "Or not. Guess that's something else that hasn't changed, then." She took a sip herself, grimacing and spitting it out to her right. "_Eugh_, what is that?!"

"You mean that's not how all wine tastes?"

"No, definitely not." She set her glass down and picked up the bottle. "Because this wine is corked, which…" She turned it towards him. "Doctor. It's from 1851. When's the last time you went to 1851?"

The Doctor winced. "Oh, well - a very long time ago."

Clara took his glass and dumped both of theirs out onto the ground before setting them back in the basket. She retrieved the package of Jammie Dodgers and tore it open. "Good you've got these, then – I need something to get that taste out of my mouth." She bit into one, humming contentedly.

The Doctor was watching her, some inner struggle playing out across his face. Clara caught his eye. "What?"

He slowly reached towards her, his movements purposeful. Her hand twitched in her lap as his neared, her breath hitching as it hovered over hers…

…and dipped into the package, snatching a biscuit.

Clara quietly let out the breath she'd apparently been holding and quite deliberately set down the package into the neutral space between them.

He was examining the biscuit with furrowed brow, like he'd never seen or eaten one before. Sniffing it made his nose wrinkle before he ventured taking a dainty bite, features scrunching immediately.

Clara smiled ruefully. "Don't like them anymore?"

He swallowed with what appeared to be some measure of difficulty. "It tastes like candy. So bloody sweet. Do you want it?" He proffered the offending biscuit in her direction.

Even though he'd never actually offered her a half-eaten Jammie Dodger before, the image of waking up to a plate of them beside her bed with the half-eaten one sitting on the top of the pile still tugged at her heart. She hadn't known it then, but it was that gesture more than the vase of flowers and glass of water that signaled just how deeply this man already cared for her.

Meeting his eyes, she saw that reflected back at her for the first time since he'd changed, some wordless understanding passing between them as she plucked it from his fingers and took a healthy bite. "It is sweet," she agreed. "I dunno – I couldn't eat them all the time."

The Doctor grunted his agreement. "I don't know that I ever want to see one again."

Clara couldn't help her sad smile at that. "But sometimes it's nice to have a little something sweet." She finished it, brushing the crumbs off her lap. "Especially to get rid of a bitter aftertaste."

They both fell quiet then, their first comfortable silence since he'd changed. Yet it called her attention to the glaring difference from previous silences: namely, the foot-wide gap between them. With as much as they had always been in each other's space, it felt more like a yawning chasm. This knowledge chilled her – that they were still travel companions, but wherever they would go from now on might be as separate entities. She gave an involuntary shudder. Allies, yes, and probably friends, but not…_together_. Not slotting together perfectly like two pieces of a half-human, half-alien puzzle. She wrapped her arms around herself, trying to enjoy the view of the Earth that looked no different from where she was sat despite its prehistoric age, and trying not to feel…well, alone. But the chill had spread to her legs, too, so she tried to tuck them up without drawing attention to herself.

The Doctor's exasperated noise to her left broke her reverie.

"What?"

"You can't get warm by just scrunching yourself into a ball – come here." He held an arm out awkwardly, the gesture hardly inviting.

She eyed him skeptically. "Won't it hurt your joints or be too hard on your brittle bones?" She was only half-joking.

That earned her a proper eye roll. "My bones might be more brittle, but they're not going to break. And the arthritis is localized to my hands. Besides, it only acts up when I try to perform extremely fine motor functions. Now do you want to be warmer or do you want to keep fidgeting?"

Clara hesitated, almost wishing she could return to her musings and reclaim that relatively easy silence between them again. His brusque offer notwithstanding, she preferred neutral and content to awkward and forced. She was going to politely decline and opt to hunt down a jumper she must have stashed somewhere onboard when the look in his eyes arrested her.

It was difficult getting to know a new face, but behind that thickly furrowed brow and grumpy-old-man mask, there was the briefest flash of vulnerability. Like he'd noticed that yawning chasm between them, too and was feeling just as alone.

So she pushed their picnic items off to the side and scooted closer to him, feeling the slight increase in warmth as his arm draped around her shoulder. She stopped just a few inches from him, seeing if he'd pull her all the way in or not. But he let his arm hang there, rubbing up and down her shoulder vigorously, clearly only intent on warming her up.

"Is that better?"

She smiled, though it didn't reach her eyes. "Yeah. Thanks."

He eased the motion, but kept his fingertips curled there, squeezing lightly. "God, you're a wee thing."

Now it was Clara's turn to roll her eyes. "Amazing how nothing escapes your notice, Doctor."

He guffawed at that. "Touché. But I didn't mean it like that, it was more an observation that there's really nothing to you. It's no wonder you get cold so easily."

"This better not be leading to a lecture about how I ought to bundle up more or keep my head covered because then I _will_ start calling you Granddad," she taunted.

She'd meant it as an idle threat, but he stiffened beside her. Mentally kicking herself, she rushed on to explain. "And I _don't_ want to call you that, 'cause – you're not." She paused, trying to sort out her confusing jumble of thoughts. "You might look old enough to be my father or my grandfather now, but you're not, and I'll never think of you like that. So I don't want you to think of _me_ like that 'cause…"

"Because you're not my father or grandfather, either?"

"Shut up – you know what I mean. I'm not your daughter or your granddaughter, so I don't want you to think of me like that. I just want it to be -" She stopped herself before she could say _the same_. "Like it was. Y'know – equals."

"And here I was thinking I was a 1200-year-old alien genius, but apparently we're on the same level," he remarked sardonically.

Now it was her turn to tense up, but he must have felt it because he pressed his fingers into her arm again. "Oh, don't be like that – I'm only joking."

She shot a glare his way. "I'm not above smacking you again, you know."

"Smacking the arm that warms you? That's like biting the hand that feeds you, you ungrateful child."

Clara bristled. "Don't call me 'child.'"

"I won't call you child if you don't call me Granddad." His sharp reply was automatic. She'd obviously struck a nerve.

"Fine. Deal." She shifted a little of her weight into him, just shy of a shove, a real smile tugging at her lips.

He was quiet again, but she swore she could feel him thinking. "I wasn't going to lecture you on dressing warmly," he said, returning to a thought that was evidently still on his mind. "I was just thinking about the other times you've been out with me and all of a sudden gotten cold. Like that time on Cedaraius."

She huffed. "Because – what? I should've been able to handle a little snowfall?"

He hummed something noncommittal. "I suppose I never told you that I can sometimes predict things like that," he said slowly.

She pulled back in surprise, studying him. "You knew it was going to snow that day? Why didn't you tell me?"

He didn't look at her but pulled her in closer so she was flush against his side. "Because you're such a wee thing. And you're also incredibly predictable when you get cold."

Clara gaped at what he was implying. "Are you actually admitting that -"

"I'm not admitting a thing. But I have the power to travel through all of time and space. Do you think I've never checked the weather report before we've landed?"

Clara muttered something about how maybe he should spend more time checking things like whether a planet was in the midst of a war and less looking at cloud formations.

"What was that?"

"I was just saying that clearly I'm not the _only_ predictable one."

He snickered. "Well, isn't it nice to know that some things haven't changed?"

She became very aware of the proximity of his shoulder to her cheek. "Let's see…toasting the end of an era to make way for another with undrinkable wine, biscuits only one of us likes, and all from the floor of the TARDIS 'cause the surface we're on would've been too dusty for a proper picnic." She let her head fall lightly onto his shoulder, feeling the unfamiliar, bony curve of it beneath her cheek. "Yep – definitely still the Doctor."

"Well…" His voice wasn't as deep as before, but it had retained that gravely quality. "Not bad for a first date, then."

She jerked her head up. There was a hint of a smile playing on his lips, but it was impossible to tell what, _exactly_, that meant. He eventually slid his gaze her way, his head following. "I'm teasing, of course," he deadpanned, with what may or may not have been a twinkle in his eye.

But instead of trying to determine what was going on in that bloody man's infuriatingly complex, _new_ mind, she decided there was really only one response to that.

"No, Doctor," she agreed, letting the whole weight of her head fall back onto his shoulder. She smiled again. Two could play _this _game. "Not bad at all."

_Fin_

* * *

**Author's Note: **Just a final thank you to all who stuck by me during this rather unorthodox story – I've appreciated every follow, favorite, review, PM and show of support (and for all who've wished me luck on my move, I'm afraid I need the job before I can do the move, so - it isn't happening yet. But I appreciate all of your well wishes, so thank you! :)) Finally, many, many thanks are due to my amazing beta Friendship-Bravery-Souffles who not only saved me from a MAJOR Classic Who faux pas but a far less fitting ending and crappy stylistic stuff (as well as listening to me vent about how prickly and complicated Twelve was. :-p) You are absolutely fantastic, V! :)


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